B. Proposed Amendments to Rule 10b10

We propose to amend Rule 10b10,\35\ the transaction confirmation rule for brokerdealers, to delete paragraph (a)(8) of that rule.\36\ Rule 10b10 generally requires brokerdealers that effect transactions for customers in securities, other than U.S. savings bonds or municipal securities, which are covered by Municipal Securities Rulemaking Board rule G15 (which applies to all municipal securities brokers and dealers), to provide customers with written notification, at or before the completion of each transaction, of certain basic transaction terms. This transaction confirmation must disclose, among other information: the date of the transaction; the identity, price, and
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number of shares bought or sold; \37\ the capacity of the broker dealer; \38\ the dollar price or yield at which a transaction in a debt security was effected; \39\ and, under specified circumstances, the amount of compensation paid to the brokerdealer and whether the brokerdealer receives payment for order flow.\40\
\35\ 17 CFR 240.10b10.
\36\ Consistent with that change, we also are proposing to redesignate paragraph (a)(9) of the rule, related to brokerdealers that are not members of the Securities Investor Protection Corporation (``SIPC''), as paragraph (a)(8).
\37\ See 17 CFR 240.10b10(a)(1) (the confirmation must also include either the time of the transaction or the fact that it will be furnished upon written request).
\38\ See 17 CFR 240.10b10(a)(2).
\39\ See 17 CFR 240.10b10(a)(5) and (6).
\40\ See, e.g., 17 CFR 240.10b10(a)(2)(i)(B), (C) and (D).

The rule's requirements, portions of which have been in effect for over 60 years, provide basic investor protections by conveying information that allows investors to verify the terms of their transactions, alerts investors to potential conflicts of interest with their brokerdealers, acts as a safeguard against fraud, and provides investors a means to evaluate the costs of their transactions and the execution quality.\41\
\41\ See Securities Exchange Act Release No. 34962 (November 10, 1994), 59 FR 59612, 59613 (November 17, 1994).

Paragraph (a)(8) of Rule 10b10 requires transaction confirmations for debt securities, other than government securities, to inform the customer if the security is unrated by an NRSRO. When we adopted paragraph (a)(8) in 1994, it was intended to prompt a dialogue between the customer and the brokerdealer if the customer had not previously been informed of the unrated status of the debt security. We stated that this disclosure was not intended to suggest that an unrated security is inherently riskier than a rated security.\42\ Upon further consideration and in light of present concerns regarding undue reliance on NRSRO ratings and confusion about the significance of those ratings, we believe it would be appropriate to delete this requirement. However, in proposing to no longer require brokerdealers to include in transaction confirmations the information that a debt security is unrated, we do not mean to suggest that information about an issuer's creditworthiness is not a relevant subject for discussion and consideration prior to purchasing a debt security. We would encourage investors to seek to understand all of the risks of securities, including creditrelated risks, before buying. In addition, we note that deleting this requirement would not prevent brokerdealers from voluntarily continuing to include this information in transaction confirmations.
\42\ See Securities Exchange Act Release No. 34962 (November 10, 1994), 59 FR 59612 (November 17, 1994) (File No. S7694).

We generally request comment on all aspects of the proposed elimination of the NRSRO reference in Rule 10b10. In addition, we request comment on the following specific questions:

C. Proposed Amendments to Rule 15c31

Under the Net Capital Rule, brokerdealers are required to maintain, at all times, a minimum amount of net capital. The rule generally defines ``net capital'' as a brokerdealer's net worth (assets minus liabilities), plus certain subordinated liabilities, less certain assets that are not readily convertible into cash (e.g., fixed assets), and less a percentage (haircut) of certain other liquid assets (e.g., securities).\43\ Brokerdealers are required to calculate net worth using generally accepted accounting principles.

\43\ See 17 CFR 240.15c31(c)(2).

In computing their net capital under the provisions of the Net Capital Rule, brokerdealers are required to deduct from their net worth certain percentages of the market value of their proprietary securities positions. A primary purpose of these ``haircuts'' is to provide a margin of safety against losses that might be incurred by brokerdealers as a result of market fluctuations in the prices of, or lack of liquidity in, their proprietary positions. We apply a lower haircut to certain types of securities held by a brokerdealer that were rated investment grade by a credit rating agency of national repute since those securities typically were more liquid and less volatile in price than securities that were not so highly rated.\44\ \44\ See 17 CFR 240.15c31(c)(2)(vi)(E) (haircuts applicable to commercial paper), 17 CFR 240.15c31(c)(2)(vi)(F) (haircuts applicable to nonconvertible debt securities), and 17 CFR 240.15c3 1(c)(2)(vi)(H) (haircuts applicable to cumulative nonconvertible preferred stock). The term NRSRO is also used in appendices to the Net Capital Rule. See 17 CFR 240.15c31a(b)(1)(i)(C) (defining the term ``major market foreign currency'') and 17 CFR 240.15c31f(d) (determining the capital charge for credit risk arising from certain OTC derivatives transactions).

We are proposing to remove, with limited exceptions, all references to NRSROs from the Net Capital Rule.\45\ The brokerdealers subject to the Net Capital Rule are sophisticated market participants regulated by at least one SRO.\46\ As regulated entities, brokerdealers must meet certain financial responsibility requirements, including maintaining minimum amounts of liquid assets as net capital, safeguarding customer funds and securities, and making and preserving accurate books and records. Accordingly, we preliminarily believe that brokerdealers would be able to assess the creditworthiness of the securities they hold without undue hardship and, therefore, that exclusive reliance on NRSRO ratings for the purposes of the Net Capital Rule is no longer necessary, although brokerdealers that wish to continue to rely on such ratings may do so.
\45\ In 2003, the Commission published a concept release in which we sought comment on the use of NRSRO ratings in our rules, and specifically sought comment on eliminating the minimum quality standards established with the use of NRSRO ratings in Exchange Act Rule 15c31. See Rating Agencies and the Use of Credit Ratings Under the Federal Securities Laws, Securities Exchange Act Release No. 47972 (June 4, 2003), 68 FR 35258 (June 12, 2003). (Comments on the concept release are available at: http://www.sec.gov/rules/concept/ s71203.shtml.) As discussed above, recent events have highlighted the need to revisit our reliance on NRSRO ratings in the context of these developments. See also the extensive discussion of market developments in the Release No. 57967.
\46\ The SROs regulating brokerdealers include the Financial Industry Regulatory Authority, the Municipal Securities Rulemaking Board, and the national securities exchanges.

We are proposing the substitution of two new subjective standards for the NRSRO ratings currently relied upon under the Net Capital Rule. For the purposes of determining the haircut on commercial paper,\47\ we propose to replace the current NRSRO ratingsbased criterionbeing rated in one of the three highest rating categories by at least two NRSROswith a requirement that the instrument be subject to a minimal amount of credit risk and have sufficient liquidity such that it can be sold at or near its carrying value almost immediately. For the purposes of determining haircuts on nonconvertible debt securities as well as on preferred stock,\48\ we propose to replace the current NRSRO ratings based criterionbeing rated in one of the four highest rating categories by at least two NRSROswith a requirement that the instrument be subject to no greater than moderate credit risk and have sufficient liquidity such that it can be sold at or
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near its carrying value within a reasonably short period of time. This latter formulation would apply as well to long or short positions that are hedged with short or long positions in securities issued by the United States or any agency thereof or nonconvertible debt securities having a fixed interest rate and a fixed maturity date and which are not traded flat or in default as to principal or interest.\49\ \47\ See 17 CFR 240.15c31(c)(2)(vi)(E).
\48\ See 17 CFR 240.15c31(c)(2)(vi)(F)(1) and (c)(2)(vi)(H). \49\ See 17 CFR 240.15c31(c)(2)(vi)(F)(2).

We preliminarily believe that these new standards would continue to advance the purpose the NRSRO ratingsbased standards were designed to advance, which is to enable brokerdealers to make net capital computations that reflect the market risk inherent in the positioning of those particular types of securities. The prior standardsbeing rated in one of the three or four highest rating categories by at least two NRSROswere designed based on the practice of many credit rating agencies to have at least eight categories for their debt securities with the top four commonly referred to as ``investment grade.'' \50\ While the proposed standards, like the prior standards, do not use the term ``investment grade,'' they are meant to serve the same purpose as the prior standards. As such, the category of securities that have ``no greater than moderate credit risk'' and can be sold at or near their carrying value within a reasonably short period of time should encompass all investment grade securities. The proposed new criteria for commercial paper to be used for net capital purposes are securities that are ``subject to a minimal amount of credit risk'' and can be sold at or near their carrying value almost immediately. In each case, the proposed liquidity standard would reflect the fact that only liquid assets are relevant for the purposes of the Net Capital Rule. \50\ See Oversight of Credit Rating Agencies Registered as Nationally Recognized Statistical Rating Organizations, Securities Exchange Act Release No. 55857 (June 5, 2007), 72 FR 33564 (June 18, 2007).

We further believe that brokerdealers have the financial sophistication and the resources necessary to make the basic determinations of whether or not a security meets the requirements in the proposed amendments and to distinguish between securities subject to minimal credit risk and those subject to moderate credit risk. The brokerdealer would have to be able to explain how the securities it used for net capital purposes meet the standards set forth in the proposed amendments.

Notwithstanding our belief that brokerdealers have the financial sophistication and the resources to make these determinations, we believe it would be appropriate, as one means of complying with the proposed amendments, for brokerdealers to refer to NRSRO ratings for the purposes of determining haircuts under the Net Capital Rule. As such, if we adopt the proposed amendments, after considering comments, we expect to take the view in the adopting release that securities rated in one of the three highest categories by at least two NRSROs would satisfy the requirements of proposed new paragraph (c)(2)(vi)(E) and securities rated in one of the four highest rating categories by at least two NRSROs to satisfy the requirements of proposed new paragraphs (c)(2)(vi)(F) and (c)(2)(vi)(H). We emphasize, however, that references to such NRSRO ratings would be just one means of satisfying the requirements of the proposed amendments but would not the only means of doing so.

We are also proposing to remove references to NRSRO ratings from Appendices E and F to Rule 15c31 and make conforming changes to Appendix G of Rule 15c31 and the General Instructions to Form X17 A 5, Part IIB.\51\ Appendix E of the Net Capital Rule sets forth a program that allows a brokerdealer to use an alternative approach to computing net capital deductions, subject to certain conditions, most importantly the brokerdealer's ultimate holding company consenting to groupwide Commission supervision as a consolidated supervised entity (``CSE'').\52\ Appendix F to the Net Capital Rule sets forth a similar program for OTC derivatives dealers. In each case, the program sets forth an alternative means of establishing net capital requirements under the Net Capital Rule by which the brokerdealer or OTC derivatives dealer, as applicable, may elect to determine counterparty risk. This may be done either based on NRSRO ratings by requesting Commission approval to determine credit risk weights based on internal calculations.
\51\ 17 CFR 240.15c31e, 240.15c31f, and 240.15c31g; see 17 CFR 249.617.

\52\ See 17 CFR 240.15c31e.

We are proposing to delete the provisions of Appendices E and F permitting reliance on NRSRO ratings for the purposes of determining counterparty risk. As a result of these deletions, a brokerdealer that is part of a CSE or a OTC derivatives dealer that wished to use the approach set forth Appendix E or F, respectively, to determine counterparty risks would be required, as part of its initial application to use the alternative approach or in an amendment, to request Commission approval to determine credit risk weights based on internal calculations. Based on the strength of the brokerdealer/CSE or OTC derivatives dealer's internal credit risk management system, we may approve the application. A brokerdealer or OTC derivatives dealer that obtained such approval would be required to make and keep current a record of the basis for the credit risk weight of each counterparty. To date, a total of seven entities have applied for and been granted permission to use the methods set forth in Appendix E, while five have applied for and been granted permission to use the methods set forth in Appendix F. We do not currently anticipate that any additional firms will apply for permission to use either Appendix E or Appendix F. All of the approved firms have already developed models to calculate market and credit risk under the alternative net capital calculation methods set forth in the appendices as well as internal risk management control systems.\53\ As such, each firm already employs the nonNRSRO ratings based method that would, under the proposed amendments, become the only option for determining counterparty credit risk under Appendices E and F. We are also proposing conforming amendments to Appendix G of Rule 15c31 and the General Instructions to Form X17 A5, Part IIB. The proposed amendments would delete references to the provisions of Appendices E and F, respectively, that are proposed to be deleted. \53\ See, e.g., Alternative Net Capital Requirements for Broker Dealers That Are Part of Consolidated Supervised Entities, Securities Exchange Act Release No. 49830 (June 8, 2004), 69 FR 33428 at 33456 (June 21, 2004).

We generally request comment on all aspects of the proposed elimination of the use of NRSRO ratings in the Net Capital Rule. In addition, we request comment on the following specific questions:

D. Proposed Amendment to Rule 15c33

Note G to Exhibit A of Rule 15c33 under the Exchange Act (the ``Customer Protection Rule''), which provides the formula for the determination of brokerdealers' reserve requirements, allows a broker dealer to include as a debit in the formula the amount of customer margin related to customers' positions in security futures products posted to a registered clearing or derivatives organization that maintains the highest investment grade rating from an NRSRO.\54\ This standard, which is one of four different means by which a registered clearing or derivatives organization can be judged to meet the requirements of paragraph (b)(1) of Note G,\55\ is consistent with the customer protection function of Rule 15c33 and is necessary because of the unsecured nature of the customer positions in security futures products margin debit. We propose to replace this standard with a requirement that the registered clearing or derivatives organization to which customers' positions in security futures products are posted has the highest capacity to meet its financial obligations and is subject to no greater than minimal credit risk.
\54\ 17 CFR 240.15c33a(b)(1)(i).
\55\ A brokerdealer may also include customer margin related to customers' positions in security futures products posted to a registered clearing or derivatives organization (1) that maintains security deposits from clearing members in connection with regulated options or futures transactions and assessment power over member firms that equal a combined total of at least $2 billion, at least $500 million of which must be in the form of security deposits; (2) that maintains at least $3 billion in margin deposits; or (3) which does not meet the other requirements but which the Commission has agreed, upon a written request from the brokerdealer, that the brokerdealer may utilize. 17 CFR 240.15c33a(b)(1)(ii)(iv).

We preliminarily believe that these new standards would continue to advance the purpose the NRSROratings standard was designed to advance, namely to ensure both of the longterm financial strength of a clearing organization to which customers' positions in security futures products are posted and its general creditworthiness.\56\ Although the rule was originally designed to provide an indication of longterm financial strength and general creditworthiness from an independent source,\57\ we preliminarily believe that brokerdealers, as sophisticated market participants and regulated entities that are subject to financial responsibility requirements, have the financial sophistication and the resources necessary to make this determination. The brokerdealer would have to be able to explain how the registered clearing or derivatives organization to which customers' positions in security futures products are posted meets the standard in the proposed amendment.
\56\ See Rule 15c33 Reserve Requirements for Margin Related to Security Futures Products, Securities Exchange Act Release No. 50295 (August 31, 2004), 69 FR 54182, 54185 (September 7, 2004).

\57\ Id.

We also believe, however, that it would be appropriate, as one means of complying with the proposed amendment, for brokerdealers to refer to NRSRO ratings for the purposes of paragraph (b) of Note G. As such, if we adopt the proposed amendments after considering comments, we expect to take the view in the adopting release that we would continue to consider a registered clearing agency or derivatives clearing organization that maintains the highest investmentgrade rating from an NRSRO to satisfy the requirements of that provision. We emphasize, however, that the references to such NRSRO ratings would be just one means of satisfying the requirements of the proposed amendments and would not be the only means of doing so.

We request comment on the following specific questions in connection with Exhibit A to the Customer Protection Rule:

As a prophylactic, antimanipulation set of rules, Regulation M is designed to protect the integrity of the securities trading market as an independent pricing mechanism by prohibiting activities that could artificially influence the market for the offered security. Rules 101 and 102 of Regulation M specifically prohibit issuers, selling security holders, underwriters, brokers, dealers, other distribution participants, and any of their affiliated purchasers, from directly or indirectly bidding for, purchasing, or attempting to induce another person to bid for or purchase, a covered security until the applicable restricted period has ended.\58\
\58\ ``Covered security'' is defined as ``any security that is the subject of a distribution or any reference security.'' 17 CFR 242.100.

2. Current Rule 101(c)(2) and Rule 102(d)(2) Exceptions

Both rules currently except ``investment grade nonconvertible and assetbacked securities.'' \59\ These exceptions apply to
nonconvertible debt securities, nonconvertible preferred securities, and assetbacked securities that are rated by at least one NRSRO in one of its generic rating categories that signifies investment grade.\60\ The current exceptions for certain investment grade debt and preferred securities rated by a NRSRO were originally based on the premise that these securities are traded on the basis of their yields and credit ratings, are largely fungible and, thus, are less likely to be subject to manipulation.\61\ With respect to assetbacked securities, the current exceptions were premised on the fact that assetbacked securities also trade primarily on the basis of yield and credit rating and that assetbacked securities investors are concerned with ``the structure of the class of securities and the nature of the assets pooled to serve as collateral for those securities.'' \62\
\59\ 17 CFR 242.101(c)(2) and 242.102(d)(2).
\60\ Id.
\61\ Securities Exchange Act Release No. 19565 (March 4, 1983); 48 FR 10628 (March 14, 1983). See also Securities Exchange Act Release No. 18528 (March 3, 1982); 47 FR 11482 (March 16, 1982). \62\ Securities Exchange Act Release No. 38067 (December 20, 1996); 62 FR 520 (January 3, 1997).

3. Proposed Amendments' Elimination of the NRSRO Reference

In light of our effort to reduce undue reliance on NRSRO ratings, we believe that it is appropriate to alter the current exceptions in Rules 101 and 102 to eliminate the reference to NRSROs. We propose to remove Rules 101 and 102's current exceptions for investment grade nonconvertible debt securities, nonconvertible preferred securities, and assetbacked securities based on NRSRO ratings. In place of those exceptions, we propose new exceptions for nonconvertible debt securities and nonconvertible preferred securities based on the ``well known seasoned issuer'' (``WKSI'') concept of Securities Act of 1933 (``Securities Act'') Rule 405.\63\ We are also proposing to except assetbacked securities from Rules 101 and 102 if those securities are registered on Form S3.\64\
\63\ 17 CFR 230.405.
\64\ Assetbacked securities are defined out of the WKSI standard at subparagraph (1)(iv) of the definition and, further, could not meet the requirements of (1)(i)(A) or (B) of the definition because they are generally onetime issuers. Id.

The proposed exceptions continue to be based on the premise that these securities are traded on factors such as their yields and are largely fungible. In addition we believe that the marketplace is more likely to have access to a significant amount of useful and high quality public information concerning these securities that may assist investors in assessing the creditworthiness of the issuer on their own without needing to unduly rely on a NRSRO.\65\ We understand that WKSI and Form S3 issuers are some of the largest and highest quality issuers of nonconvertible debt, nonconvertible preferred securities and assetbacked securities which makes default generally less likely. But the availability of this information or quality of underlying assets is not enough to justify the exceptions in and of itself, the security must also trade in such a way that it is resistant to manipulation. This is why we are proposing to continue to limit these exceptions to nonconvertible debt, nonconvertible preferred, and assetbacked securities as those securities trade largely on the basis of their yield and are largely fungible.
\65\ See Securities Exchange Act Release No. 52056 (July 19, 2005); 70 FR 44722 (August 3, 2005). See also Note 61, infra. a. Proposed Rules 101(c)(2)(i) and 102(d)(2)(i)Nonconvertible Debt and Preferred Securities

The proposed exceptions for nonconvertible debt and nonconvertible preferred securities would require that the issuer of such securities meet the requirements of the WKSI definition and meet the requirements for nonconvertible securities other than common equity in paragraph (1)(i)(B)(1)
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of the definition of WKSI in Rule 405. As proposed, the exceptions would be available for nonconvertible debt or nonconvertible preferred securities issued by a WKSI issuer, regardless of the method the issuer used to attain WKSI status. However, in order to rely on the proposed exceptions, the security must be issued by an issuer who also meets the requirements of paragraph (1)(i)(B)(1) of the definition of WKSI in Rule 405.\66\ This would require that the issuer have issued at least $1 billion aggregate principal amount of nonconvertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the Securities Act.\67\ This would limit the exceptions to securities whose issuers have an existing public market in nonconvertible securities other than common equity that is publicly known and followed and, thus, are less likely to be subject to manipulation.
\66\ A nonconvertible debt or nonconvertible preferred security issued by an issuer who is a WKSI based on the common equity calculation in paragraph (1)(i)(A) of the definition of WKSI in Rule 405 would still be able to rely on the proposed exception if the issuer can also meet the requirements of paragraph (1)(i)(B)(1) of the definition of WKSI in Rule 405.
\67\ 17 CFR 230.405, paragraph (1)(i)(B)(1) of the definition of WKSI.

With respect to these proposed exceptions for nonconvertible debt and nonconvertible preferred securities utilizing a WKSI requirement, we have noted that WKSI issuers:
[A]re followed by sophisticated institutional and retail investors, members of the financial press, and numerous sellside and buyside analysts that actively seek new information on a continual basis. Unlike smaller or less mature issuers, large seasoned public issuers tend to have a more regular dialogue with investors and market participants through the press and other media. The communications of these wellknown seasoned issuers are subject to scrutiny by investors, the financial press, analysts, and others who evaluate disclosure when it is made.\68\
\68\ Securities Exchange Act Release No. 52056 (July 19, 2005); 70 FR 44722 (August 3, 2005).
Thus, we believe that the nonconvertible debt and nonconvertible preferred securities that fall within the proposed exceptions should be resistant to manipulation because of their fungibility, trading based on yield, and this wide industry following.
b. Proposed Rules 101(c)(2)(ii) and 102(d)(2)(ii)AssetBacked Securities

The proposed changes to the assetbacked securities exceptions would require that the offer and sale of the security is registered using Form S3.\69\ We believe that the proposed amendments should provide exceptions to only those assetbacked securities that are approximately the equivalent quality of securities that are currently excepted from Rules 101 and 102. Additionally, the proposal is also based on the premise that assetbacked securities trade primarily on the basis of yield and that assetbacked securities investors are primarily concerned with the structure of the class of securities and the nature of the assets pooled to serve as collateral for those securities and, thus, such securities are less likely to be subject to manipulation.\70\
\69\ The Commission is also proposing to revise the General Instruction I.B.5 to Form S3 (which sets the eligibility
requirements for assetbacked securities to use that form) to remove references to NRSROs. Securities Act Release No. 8940 (July 1, 2008) (File No. 271808).
\70\ These were the reasons that we originally excepted such securities. Securities Exchange Act Release No. 38067 (December 20, 1996); 62 FR 520 (January 3, 1997).

4. BrightLine Alternative/Existing Benchmarks

We believe that the proposed amendments are appropriate replacements for the NRSRO investment grade standard for the following reasons. We believe that the proposals will capture securities that are more likely to be resistant to manipulation similar to the current exceptions because they are based on the same premises as the current exceptions (such as high liquidity and fungibility).\71\ Second, the proposals provide a bright line demarcation and objective criteria for the exceptions. As both the WKSI and Form S3 standards as utilized by this proposal are established benchmarks, they should be familiar to those persons subject to Rules 101 and 102 and easily applied by such persons seeking to rely on the proposed exceptions. Thus, we believe that the proposals are comparable in scope to the existing exceptions but use alternate benchmarks that provide an equally bright line that is not unduly reliant on NRSRO ratings.
\71\ See Securities Exchange Act Release Number 19565 (March 4, 1983); 48 FR 10628 (March 14, 1983); Securities Exchange Act Release Number 18528 (March 3, 1982); 47 FR 11482 (March 16, 1982); and Securities Exchange Act Release Number 38067 (December 20, 1996); 62 FR 520 (January 3, 1997).

5. Comments

We solicit comments on all aspects of this proposal. We ask that commenters provide specific reasons and information to support alternative recommendations. Please provide empirical data, when possible, and cite to economic studies, if any, to support alternative approaches.

FOR FURTHER INFORMATION CONTACT Michael A. Macchiaroli, Associate Director, Thomas K. McGowan, Assistant Director, Randall W. Roy, Branch Chief, and Joseph I. Levinson, Attorney (Net Capital Requirements and Customer Protection) at (202) 5515510; Michael Gaw, Assistant Director, Brian Trackman, Special Counsel, and Sarah Albertson, Attorney (Alternative Trading Systems) at (202) 5515602; Paula Jenson, Deputy Chief Counsel, Joshua Kans, Senior Special Counsel, Linda Stamp Sundberg, Senior Special Counsel (Confirmation of Transactions) at (202) 5515550; Josephine J. Tao, Assistant Director, Elizabeth A. Sandoe, Branch Chief, and Bradley Gude, Special Counsel (Regulation M) at (202) 5515720; or Catherine Moore, Counsel to the Director at (202) 5515710, Division of Trading and Markets, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 205496628.